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Non-Disclosure Agreement

A Non-Disclosure Agreement (NDA) protects sensitive business information shared during commercial discussions — from investor pitches and product demos to supplier evaluations and hiring conversations. This template is drafted under the laws of England and Wales and can be issued as a mutual NDA (both sides disclose) or a one-way NDA (only one party discloses). It covers the definition of Confidential Information, permitted uses and disclosures, term and survival, return of materials, and remedies including injunctive relief.

When do you need this?

Typical use cases

  • You are about to pitch to an investor, partner or acquirer and need to protect deal-specific information
  • You are evaluating a supplier, contractor or agency and need to share commercial or technical detail
  • You are hiring a contractor who will access source code, customer data or product roadmaps
  • You are entering early-stage discussions with a potential co-founder, JV partner or strategic customer
What the contract includes

The contract covers

Identification of both parties with registered addresses and company numbers
Toggle between mutual and one-way structure
Definition of Confidential Information covering written, oral and electronic disclosure
Permitted disclosures (public domain, prior possession, independent development, legal compulsion)
Configurable confidentiality term and survival
Return-or-destruction clause with configurable notice period
Remedies clause with express reference to injunctive relief
Governing law and jurisdiction (England and Wales) with configurable courts

Legal basis

This template is drafted under the laws of England and Wales. It is written to sit alongside common law principles on confidentiality, the Contracts (Rights of Third Parties) Act 1999 (which it expressly excludes), and standard commercial practice for pre-contractual disclosures. It is not tailored for consumer disclosures, employee post-termination restraints, or trade-secret regimes outside the UK.

Questions about non-disclosure agreement

Frequently asked questions

Is this NDA valid outside the UK?
The Agreement is expressly governed by English law and the parties submit to the jurisdiction chosen. English-law NDAs are widely accepted in international commercial dealings and are commonly used by parties in different jurisdictions. That said, if either party is outside the UK, you should confirm that English law and jurisdiction is commercially acceptable to the other side.
What is the difference between a mutual and a one-way NDA?
A mutual NDA protects information disclosed by either party — appropriate when both sides will be sharing sensitive information (e.g. two companies exploring a partnership). A one-way NDA protects information disclosed by one party only — appropriate when only the Disclosing Party will be sharing information (e.g. an investor pitch, where the founder shares but the investor does not).
How long should the confidentiality term be?
Two to five years is common for commercial NDAs. Highly sensitive trade secrets may warrant a longer term (or perpetual protection for trade-secret information specifically), while shorter engagements may only need one to two years. The template lets you set the term explicitly and survival runs from the date of disclosure, which is generally more protective than a term running from signature.
Do I still need a lawyer if I use this template?
For standard commercial discussions, this template is a solid starting point. For high-value transactions (M&A, licensing of core IP, regulated data), or where either party has significant leverage to demand bespoke terms, engaging a commercial solicitor for review is prudent. This template is not legal advice and does not create a solicitor–client relationship.
Is an NDA binding without a witness?
Under English law an NDA is a simple contract and does not require a witness or a deed. Signatures from an authorised representative of each party (or an electronic equivalent such as DocuSign or Adobe Sign) are sufficient to create a binding agreement.

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